The Corporate Secretary in a Nutshell

With ever-evolving regulations and listing requirements for Canadian publicly-traded companies, the role of the corporate secretary is indispensable. The view that a corporate secretary is just a ‘minute-taker’ and a ‘corporate book custodian’ has definitely changed over the years. Officers and directors of public companies are heavily relying on corporate secretaries to ensure that good corporate governance and best practices are implemented and aligned with the current regulations. The corporate secretary, or what we like to joke about internally as the “consigliere to the Chairman”, ensures that a company’s board follows proper procedures in advance, during and post-board meetings. It is essential that the corporate secretary has an active working relationship with all members of the board, providing nonpartisan advice, and acting in the best interests of the company, including its shareholders. Equally important, the corporate secretary is a crucial member of the investor relations department of the company, not only for ensuring proper language of the governance section of the company’s annual report, management information circular, or prospectus but also acting as the main point of contact for investors and essential services providers such as auditors, legal counsel and stock transfer agents.

At DSA Corporate Services Inc. (“DSA”) we ensure that as corporate secretaries to our clients that we keep the Chairman, Directors and committee chair members informed of new legislation as they arise and we put in place procedures to efficiently adopt new rules into our clients’ corporate governance policies. We take corporate governance seriously and we constantly monitor our procedures so that it meets best practices and we ensure that our clients are always in compliance with regulations and listing requirements on any Canadian stock exchange, including the TSX, TSX Venture and the CSE.

For instance, the unprecedented interruptions caused by COVID-19 has created challenges for reporting issuers. There are many questions that our clients ask us. For instance, what do we do with our upcoming annual general meeting (“AGM”) or what do we do if we cannot file our financials in time due to the COVID-19 outbreak? These are serious issues that reporting issuers are facing or will face down the road should the outbreak persist. The Marrelli Group of Companies, which includes DSA and MSSI Financial Accounting and Reporting Services, has put in place a Business Continuity Plan with the aim to avoid potential service disruptions to our clients and to protect the well-being of our employees which includes the ability for our employees to work remotely. As for upcoming AGM’s, we are in constant contact with the Canadian Securities Administrators (the “CSA”) and the Ontario Securities Commission (“OSC”) to understand the appropriate course of action. The positive sign is that they are aware of the challenges reporting issuers are facing. The OSC acknowledged these challenges by stating “We support your efforts as we all weather these changes and will be flexible in our regulatory expectations during this difficult time”. The OSC has provided some guidance regarding AGM during these challenging times.

At DSA, we are continuing to monitor this situation aggressively and we will inform our clients of any updates and recommendations from both the CSA and provincial security regulators as the situation develops.

Founded over 80 years ago, DSA, a subsidiary of The Marrelli Group of Companies, offers outsourced corporate secretarial services tailored to the needs of small to mid-sized reporting issuers. These services range from providing recording secretaries for Board of Directors & Committee meetings to the appointment of one of our senior team members as the outsourced Corporate Secretary of the company. DSA also specializes in continuous disclosure regulatory reporting, stock exchange compliance, stock option and warrant administration, annual meeting organization, minute book custody, corporate governance advice, news release dissemination through a range of domestic and global networks, and other specialty services.

For more information about DSA and its services you can download our corporate factsheet here. If you would like to discuss how DSA can be of assistance we would be happy to review your current governance to ensure it follows the best governance practices.

Please feel free to contact Monique Hutchins, Managing Director, at 416-848-4501 or mhutchins@dsacorp.ca.